Options/Rights. Restricted Stock and Incentive Shares may be granted or awarded only to Employees and Directors, provided, however, that Directors, other than Employee Directors, may not be granted Incentive Stock Options. A Director, Employee or Employee Director who has been granted an Option or Right or awarded Restricted Stock or Incentive Shares may be granted additional Options and Rights or awarded additional shares of Restricted Stock or Incentive Shares.
Options/Rights. Except as set forth in Schedule 6.4, there are no (i) options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any limited liability company membership interests of Kinergy, (ii) securities or debt convertible into or exchangeable for Kinergy limited liability company membership interests or obligating Kinergy to grant, extend or enter into any such option, warrant, call, commitment, conversion privileges or preemptive or other right or agreement, or (iii) voting agreements, rights of first refusal, preemptive rights, co-sale rights, or other restrictions applicable to any outstanding limited liability company membership interests of Kinergy.
Options/Rights. Except as disclosed in Section 3.2(a) or on Item 3.2, there are no options, warrants, calls, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase any of the Company's authorized but unissued capital stock or any securities convertible into or exchangeable for shares of the Company's capital stock or obligating the Company to grant, extend, or enter into any such option, warrant, call, right, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. Except as described in Item 3.2, there are no voting agreements, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of the Company's outstanding securities. Except as described in Item 3.2, the Company is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that may be subsequently issued.
Options/Rights. Company has reserved an aggregate of 9,000,000 shares of Company Common Stock for issuance pursuant to the Stock Plans (including shares subject to outstanding Company Options). A total of 5,002,270 shares of Company Common Stock are subject to outstanding Company Options as of the date of this Agreement. SCHEDULE 2.3(b) sets forth for each Company Option (i) the name of the holder of such Company Option, (ii) the exercise price of such Company Option, (iii) the number of shares covered by such Company Option, (iv) the vesting schedule for such Company Option, (v) the extent such Company Option is vested as of the date of this Agreement, and (vi) whether the exercisability of such Company Option will be accelerated in any way by any of the transactions contemplated by this Agreement or upon any other event or condition and the extent of acceleration, if any. No Company Options have been amended, modified, supplemented, replaced or exchanged to provide for (or increase the scope of) any acceleration of vesting or exercisability since January 1, 2000. In addition, SCHEDULE 2.3(b) sets forth all holders of shares of Company Restricted Stock and for each such person, the number of shares of Company Restricted Stock held, the terms of Company's rights to repurchase such Company Restricted Stock, the schedule on which such rights lapse and whether such repurchase rights lapse in full or in part as a result of the Merger or upon any other event. True and correct copies of each Stock Plan, the standard agreement under each Stock Plan and each agreement for each Company Option that does not conform to the standard agreement under each Stock Plan have been delivered by Company to Parent or its legal counsel, Fenwick & West LLP. All outstanding Company Options have been issued and granted in compliance with all requirements of applicable laws and all requirements set forth in applicable agreements or instruments. Except for Company Options, there are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any shares of Company capital stock or any securities or debt convertible into or exchangeable for Company capital stock or obligating Company to grant, extend or enter into any such option, warrant, call, commitment, conversion privileges or preemptive or other right or agreement. There are no voting agreements, registration rights, ri...
Options/Rights. There are no stock appreciation rights, options, warrants, calls, rights, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any of Cyberworks' authorized but unissued capital stock or any securities or debt convertible into or exchangeable for shares of Cyberworks Common or obligating Cyberworks to grant, extend or enter into such option, warrant, call, commitment, conversion privileges or preemptive or other right or agreement. There is no liability for dividends accrued but unpaid. There are no voting agreements, registration rights, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of Cyberworks' outstanding securities.
Options/Rights. Except as disclosed in Section 3.2(a) or on Item 3.2 of the Shareholder Disclosure Letter, there are no options, warrants, calls, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase any of the Company's authorized but unissued capital stock or any securities convertible into or exchangeable for shares of the Company's capital stock or obligating the Company to grant, extend, or enter into any such option, warrant, call, right, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. Except as described in Item 3.2 of the Shareholder Disclosure Letter, there are no voting agreements, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of the Company's outstanding securities. Except as described in Item 3.2 of the Shareholder Disclosure Letter, the Company is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that may be subsequently issued.
Options/Rights. Except as disclosed in Item 3.8(b), there are no options, warrants, calls, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase any of Target's authorized but unissued capital stock or any securities convertible into or exchangeable for shares of Acquirer capital stock or obligating Acquirer to grant, extend, or enter into any such option, warrant, call, right, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. There are no voting agreements, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of Acquirer's outstanding securities.
Options/Rights. Except as disclosed in Section 2.3(a) or on Item 2.3, there are no options, warrants, calls, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase any of Target's authorized but unissued capital stock or any securities convertible into or exchangeable for shares of Target Stock or obligating Target to grant, extend, or enter into any such option, warrant, call, right, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. Except as described in Item 2.3, there are no voting agreements, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of Target's outstanding securities. Except as described in Item 2.3, Target is not under any obligation to register under the Securities Act any of its presently outstanding securities or any securities that may be subsequently issued.
Options/Rights. Item 2.3(b) sets forth a complete list, as -------------- of the date hereof (to be updated as of the Closing), of (i) all outstanding warrants to purchase shares of Company Preferred Stock (the "Company Preferred ----------------- Warrants") and all outstanding Company Common Warrants (the Company Common -------- Warrants, together with Company Preferred Warrants, are referred to as the "Company Warrants"), indicating for each Company Warrant, the name of the holder ---------------- of the Company Warrant, the number of shares of Company Common Stock or Company Preferred Stock issuable upon exercise of the Company Warrant, the exercise price per share, and (ii) all outstanding Company Options, indicating for each Company Option, the name of the holder of the Company Option, the number of shares of Company Common Stock issuable upon exercise of the Company Option, the exercise price per share, the extent to which the Company Option is vested and the vesting schedule, if any). All Company Warrants are currently fully exercisable. All Company Preferred Warrants (to the extent not exercised prior to the Effective Time) will, by their terms, automatically terminate at the Effective Time without any further action by Company or the holder of the Company Preferred Warrant. Except as listed on Item 2.3(b), as of the date ----------- hereof (to be updated as of the Closing), there are no stock appreciation rights, options, warrants, calls, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase or otherwise acquire any of Company's authorized but unissued capital stock, other than rights to convert Company Preferred Stock into Company Common Stock. Company has no right to repurchase any shares of Company Common Stock (and will have no such right as of the Effective Time) other than repurchase rights solely related to the vesting of restricted Company Common Stock issued to Company employees and described in Item 2.11(g). Except for such rights and except as listed in Item ------------ ---- 2.3(b), there are no options, warrants, calls, commitments, conversion ------ privileges or preemptive or other rights or agreements to which Company is a party involving the purchase or other acquisition of any shares of Company Common Stock or Company Preferred Stock. There is no liability for dividends accrued but unpaid. There are no voting agreements, registration rights, rights of first refusal or other restrictions (other tha...
Options/Rights. There are no options, warrants, calls, commitments, conversion privileges or preemptive or other rights or agreements outstanding to purchase any of Acquirer's authorized but unissued capital stock or any securities convertible into or exchangeable for shares of Acquirer capital stock or obligating Acquirer to grant, extend, or enter into any such option, warrant, call, right, commitment, conversion privilege or other right or agreement, and there is no liability for dividends accrued but unpaid. There are no voting agreements, rights of first refusal or other restrictions (other than normal restrictions on transfer under applicable federal and state securities laws) applicable to any of Acquirer's outstanding securities.
